Current Report Filing (8-k)
26 10월 2022 - 5:35AM
Edgar (US Regulatory)
0001158420
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CN
0001158420
2022-10-25
2022-10-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 25, 2022
Green Giant Inc.
(Exact Name of Registrant as Specified in Charter)
Florida |
|
001-34864 |
|
33-0961490 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
6 Xinghan Road, 19th Floor
Hanzhong
City
Shaanxi Province,
PRC 723000 |
(Address of Principal Executive Offices and Zip Code) |
Registrant’s telephone number, including area code: (86)
091-62622612
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.001 par value |
GGE |
The NASDAQ Capital Market |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.02 Unregistered Sales of Equity Securities
As disclosed on Green Giant
Inc.’s (the “Company”) Current Report on Form 8-K filed on October 6, 2022, the Company entered
into a certain securities purchase agreement (the “SPA”) with certain purchasers whom are “non-U.S. Persons”
(the “Investors”) as defined in Regulation S of the Securities Act, pursuant to which the Company agreed to sell an
aggregate of 9,288,339 units, each consisting of one share of the common stock of the Company, par value $0.001 per share (the “Common
Stock”) and a warrant to purchase three shares of Common Stock (the “Warrants”), for an aggregate purchase
price of approximately $5.2 million (the “Offering”).
On October 25, 2022, the transaction
contemplated by the SPA closed.
The issuance and sale of the
Common Stock and the Warrants are exempted from the registration requirement of the Securities Act of 1933, as amended, pursuant to Regulation
S promulgated thereunder.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 25, 2022 |
Green Giant Inc. |
|
|
|
By: |
/s/ Neng Chen |
|
|
Name: Neng Chen |
|
|
Title: Chief Executive Officer and Chairman |
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